Magson Retail and Distribution Ltd Directors Report

To,

The Members,

The Directors are pleased to present the 7th Annual Report of Magson Retail and Distribution Limited (the Company) together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended on March 31, 2025.

BUSINESS OVERVIEW

Magson Retail and Distribution Limited incorporated in the year 2018, is engaged in Retail and Distribution business of gourmet, frozen food and speciality foods. The Company remains focused on strengthening its brand positioning, expanding its retail footprint, enhancing supply chain efficiencies, and investing in technology-driven retail solutions. With a growing customer base and increasing demand for high-quality and specialty products, Magson Retail and Distribution Limited is well poised to achieve sustainable growth and long-term value for its stakeholders. We now operate 49 Stores across our portfolio of brands and countries. The Company continues to actively pursue new trade areas in the market. This will help us take our brands closer to our customers and give them a better experience, thus solidifying the presence in the domestic market. The brands running under the Companys name are, "Goan Bakery",

" Nastabazar", "My Chocolate World". FINANCIAL YEAR 2024-25 AT GLANCE Financial Highlights

Particulars	Standalone		Consolidated
	F.Y. 2024-25	F.Y. 2023-24	F.Y. 2024-25	F.Y. 2023-24
Revenue from Operations	6737.17	6591.35	6737.17	6767.54
Other Income	163.63	37.70	149.76	35.75
Total Income	6900.80	6629.05	6886.93	6803.29
Less: Total Expenses before	6698.75	6119.25	6698.75	6289.10
Depreciation, Finance Cost and Tax
Profit before Depreciation,	202.05	509.80	188.18	514.19
Finance Cost and Tax
Less: Depreciation	103.39	73.67	103.39	77.18
Less: Finance Cost	24.47	54.18	24.47	54.22
Profit Before Tax	74.19	381.95	60.32	382.79
Less: Current Tax	16.00	101.00	16.00	101.88
Less: Deferred tax liability (Asset)	0.82	0.04	0.82	0.01
Profit after Tax	57.37	280.91	43.50	280.90

The above figures are extracted from the Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act.

FINANCIAL PERFORMANCE On Standalone basis

During the year under review, the revenue from operations of the Company stood at Rs. 6737.17 Lakhs as against that of Rs. 6591.35 Lakhs for previous year. Revenue from operation of the Company was increased by 2.2% over the previous year.

Profit before Tax for the Financial Year 2024-25 stood at Rs. 74.19 Lakhs as against that of Rs. 381.95 for the previous year making net profit of Rs. 57.37 Lakhs for the financial year 2024-25 as against that of Rs. 280.91 as net profit for the previous year.

Despite the drop in net profit, the Company continues to maintain a stable revenue base and remains focused on cost optimization and operational efficiency to enhance the future profitability.

On Consolidated Basis

During the year under review, the revenue from operations of the Company stood at Rs. 6737.17 Lakhs as against that of Rs. 6767.54 Lakhs for previous year. Revenue from operation of the Company was decreased by 0.45% over the previous year.

Profit before Tax for the Financial Year 2024-25 stood at Rs. 60.32 Lakhs as against that of Rs. 382.79 for the previous year making net profit of Rs. 43.50 Lakhs for the financial year 2024-25 as against that of Rs. 280.90 as net profit for the previous year.

Despite the drop in net profit, the Company continues to maintain a stable revenue base and remains focused on cost optimization and operational efficiency to enhance the future profitability.

TRANSFER TO ANY RESERVES

Your directors do not propose to transfer any amount to the General Reserves. Full amount of net profit is carried to reserve & surplus account of the Company.

DIVIDEND

With a view to conserve the financial resources, your directors have considered it financially prudent in the long term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base, therefore no Dividend has been recommended by the Board on the Equity Shares of the Company for the financial year 2024-25.

TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 ("IEPF Rules"), Dividends of a Company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF"). In terms of the foregoing provisions of the Act, there is no Dividend which remains unpaid or unclaimed for 7 (seven) consecutive years; Hence not required to be transferred to the IEPF by the Company during the financial year ended March 31, 2025.

CHANGE IN NATURE OF BUSINESS

During the year under review, your company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

SHARE CAPITAL

As on end of Financial Year March 31, 2025, share capital of the company is as under.

Particulars	Numbers in actual	Amount in INR
Authorized Share Capital
Equity Shares of Rs. 10/- each	2,50,00,000	25,00,00,000
Total	2,50,00,000	25,00,00,000
Issued, Subscribed and Paid-up Share Capital
Equity Shares of Rs. 10/- each	78,50,000	7,85,00,000
Total	78,50,000	7,85,00,000

During the year under review, following changes were carried out in the authorized share capital of the company.

Authorized Capital

During the year under review, vide Special Resolution passed by the Members of the Company at their 01/2024-

25 Extra ordinary General Meeting held through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") on Thursday, March 06, 2025, the authorized share capital had been increased from Rs. 11,00,00,000 divided into 11000000 Equity Shares of Rs. 10 each fully paid up to Rs. 25,00,00,000 divided into 25000000 Equity Shares of Rs. 10 each fully paid up.

The Authorized Share capital of the Company, as at closure of the financial year 2024-25, was Rs. 25,00,00,000 divided into 25000000 Equity Shares of Rs. 10 each fully paid up.

Issued, Subscribed & Paid-up Capital

During the year under review, there was no change in Issued, Subscribed and Paid-up capital of the Company. As on March 31, 2025, the Issued, Subscribed and Paid-up Capital of the Company was Rs. 7,85,00,000 divided into 7850000 Equity Shares of Rs. 10 each fully paid up.

During the Year under review, the Board of Directors and the Shareholders have approved to raise funds aggregating up to INR 98,84,50,000/- by way of issue of Convertible Equity Warrants ("Warrants") to the Promoters Group and Non-Promoters, on a preferential and private placement basis, up to 1,06,00,000 (One Crores and Six Lakh) at a price of INR 93.25/- (Rupees Ninety Three and Twenty Five paisa only) per Warrant including Premium of INR 83.25/- (Rupees Eighty Three and Twenty Five paisa only) each.

Further, after the closure of financial year following changes were made in Issued, Subscribed and Paid-up Capital of the Company:

Date of Allotment	Details of Securities Allotment	Remarks
April 17, 2025	1,06,00,000 warrants, each convertible into, or exchangeable for, 1(one) fully paid-up equity share of face value of Rs. 10 each (\u2018Warrants\u201d)	Allotment of warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of your company of face value of Rs. 10 each (\u2018Warrants\u2019) at a price of Rs. 93.25 each payable in cash (\u2018Warrants Issue Price\u2019) aggregating upto Rs. 98.84 Crore, on preferential basis.
July 03, 2025	1925000 fully paid Equity Shares of Face Value of Rs. 10 each	Conversion of 1925000 warrants into equal amount of fully paid-up equity shares of Rs. 10 each, upon receipt of 75% of the issue price per warrant as \u201cWarrant Exercise Price\u201d from the warrant holders (Promoter Group and Non-Promoters), as per the terms of issue of warrants.

Accordingly, the issued, subscribed and paid-up share capital of the Company as on the date of this report is Rs. 97750000 divided into 9775000 Equity Shares of Rs. 10 each fully paid up

Except as disclosed above, the Company has not issued any Shares with or without differential rights or Debentures or any other securities by way of Public Offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manner. As on 31 March 2025, the details of utilization of funds raised by way of IPO are as follows:

Utilization of Funds up to on 31 March 2025						Amount in INR Lakhs
Original Object	Modified Object, if any	Original Allocation	Modified Allocation, if any	Funds utilized till 31 March 2025	Amount of Deviation/Variation for the quarter according to applicable object	Unutilized Amount	Remarks, if any
							The
							Company
							had
							opened
							new stores
							under
For
							ownership
Opening
							model till
new
							date of
stores	-	394.00	-	0.00	-	394.00
							this
under
							certificate.
franchise
							Hence
model
							funds
							under
							Franchisee
							Model are
							still
							unutilized
Working
Capital	-	800.00	-	548.56	-	251.44	-
Requirement
General
Corporate	-	130.00	-	130.00	-	0.00	-
Purpose

Depository System:

As the members are aware, the Companys Equity shares are compulsorily tradable in electronic form. As on 31 March 2025, 100% of the Companys total paid-up equity capital representing 78,50,000 equity shares is in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories.

BOARD OF DIRECTORS AND KEY MANNEGERIAL PERSONNEL

Constitution of Board

The Company has balanced board with optimum combination of Executive and Non-executive Directors, including Independent Directors, which plays a crucial role in Board processes and provides independent judgement on issued of strategy and performance. As on March 31, 2025, the following were the Directors and Key Managerial Personnels of the Company:

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Rajesh Emmanuel Francis	Managing Director
Mr. Manish Shivnarayan Pancholi	Whole-Time Director
Mrs. Jennifer Rajesh Francis	Executive Director
Mr. Sandeep Ambalal Patel	Non-Executive Independent Director
Mr. Nitin Jayendrabhai Patel	Non-Executive Non-Independent Director
Mr. Kavin Dineshkumar Dave	Non-Executive Independent Director *
Mr. Robert Gomes	Non-Executive Independent Director #
Mr. Sudhirkumar Bhagwatilal Shah	Additional Director (Non-executive Independent)~
Mr. Saibal Chandra Banerjee	Chief Executive Officer ^
Mr. Nirav Jitendra Choudhry	Chief Financial Officer (CFO)
Ms. Atulaben Jagdish Bhai Patel	Company Secretary & Compliance Officer @
Ms. Himani Thakkar	Company Secretary & Compliance Officer $

* Resigned w.e.f 15-10-2024

# Appointed by Board on 21-01-2025 and regularised by members vide special resolution in the Extra-ordinary General Meeting held through video conferencing on 06-03-2025 ^ Appointed by Board w.e.f 24-05-2025 @ Resigned w.e.f 05-09-2024 $ Appointed by Board w.e.f 25-10-2024 ~ Appointed by Board on 22-08-2025 and regularisation by members is subject to approval of Members in ensuing 7th Annual General Meeting to be held on Thursday, September 25, 2025 at 11:30 AM through VC/OAVM.

Appointment/Re-appointment

During the year under review, Mr. Robert Gomes was appointed as an Additional Director (Non-executive Independent) w.e.f January 21, 2025. The appointment of Mr. Robert Gomes as Non-executive Independent Director was approved by the Special resolution passed in the Extra-Ordinary General Meeting of members held through video conferencing on March 06, 2025 in accordance with the provisions of the Act and SEBI listing Regulations.

Further, based on the recommendation of Nomination and Remuneration Committee, the Board of Directors had appointed Ms. Himani Chirag Thakkar, a member of Institute of Company Secretaries of India, having Associate Membership Number A71150 as a Whole-time Company Secretary and Compliance Officer ("CS") of the Company w.e.f 25-10-2024.

Further, after the closure of Financial Year March 31, 2025 on the recommendation of the Nomination and Remuneration Committee, the Board of Directors had appointed Mr. Saibal Chandra Banerjee as a Chief Executive Officer (CEO) w.e.f May 24, 2025.

Further, Mr. Sudhirkumar Bhagwatilal Shah was appointed as an Additional Director (Non-executive Independent) w.e.f August 22, 2025. The special resolution of regularisation is subject to approval of shareholders in ensuing 7th Annual General Meeting to be held on Thursday, September 25, 2025 at 11:30 AM through VC/OAVM.

The Board of Directors recommend his appointment as an Independent Director to the Shareholders of the Company at the 7th Annual General Meeting and the appropriate resolution forms part of the Notice of 7th AGM.

Resignation

Mr. Kavin Dineshkumar Dave, Non-executive Independent Director of the Company resigned w.e.f close of Business Hours of October 15, 2024 due to Professional engagements and pre-occupations. There was no material reason for his resignation.

Further, Ms. Atulaben Jagdish Patel, Company Secretary and Compliance Officer of the Company resigned w.e.f close of business hours of September 05, 2024 to pursue better career opportunities. There was no material reason for her resignation.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with rules made thereunder and Articles of Association of the Company, Mrs. Jennifer Rajesh Francis (DIN: 09832497), retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment.

Appropriate resolutions for their re-appointment are being placed for your approval at the ensuing AGM. Your Directors recommend her re-appointment as an Executive Director of your Company.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e., in Form MBP-1, intimation under Section 164(2) i.e., in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held, inter-alia, to review the financial results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 9 (Nine) times viz May 10, 2024, May 30, 2024, July 18, 2024, August 23, 2024, September 30, 2024, October 25, 2024, December 02, 2024, January 21, 2025 and February 05, 2025. The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below;

Name of Director	Category	No. of Board Meetings held & entitled to attend	No. of Board Meetings Attended	Attendance at the last AGM held on 25-09-2024
Mr. Rajesh	Managing Director	9	9	YES
Emmanuel Francis
Mr. Manish	Whole-time Director	9	9	YES
Shivnarayan
Pancholi
Mrs. Jennifer Rajesh	Executive Director	9	9	YES
Francis
Mr. Sandeep	Independent	9	9	YES
Ambalal Patel	Director
Mr. Nitin Jayendrabhai	Non-Executive	9	9	YES
Patel	Director
Mr. Kavin Dineshkumar	Independent	5	5	YES
Dave (Up to 15-10-2024)	Director
Mr. Robert Gomes	Independent	2	2	NA
(From 21-01-2025)	Director

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has 2 (two) Non-promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all the Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are i n c o r p o r a t e d o n t h e w e b s i t e o f t h e C o m p a n y a t h t t p s : / / w p . m a g s o n . i n / w p content/uploads/files/Code%20of%20conduct-independent-director.pdf.

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2024-25. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The details of programme for familiarisation of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are uploaded on the website of the Company at the l i n k : h t t p s : / / w p . m a g s o n . i n / w p content/uploads/files/Policy%20on%20familiarization%20of%20independent%20director.pdf.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual

directors pursuant to the provisions of the Companies Act, 2013 in the following manners;

?€? The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

?€? The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

?€? The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Separate meeting of Independent Directors was held on March 14, 2025 to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairperson, considering the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Familiarization Program for Independent Directors

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization program is also available on the website of the Company.

Pecuniary relationship

During the year under review, except those disclosed in the Audited Financial Statements, the non-executive

directors of the Company had no pecuniary relationship or transactions with the Company.

SEGMENT WISE PERFORMANCE:

The Company only has a single segment in the business activities. Segment reporting is not applicable to the Company

in accordance with the Accounting Standard 17 issued by the Institute of Chartered Accountants of India.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with the proper explanation relating to material departures; b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period; c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the directors have prepared the annual accounts on a going concern basis; and e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; f) the directors have devised proper system to ensure compliance with the provisions of all applicable laws and that

such systems are adequate and operating effectively.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are

given hereunder.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship and Grievances Committee

4. Financial Investment and Business Development Committee

Audit Committee

The Company has formed Audit Committee in line with provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee comprises of Non-executive Independent Director and Non-executive Director is member. The

Chairman of the committee is an Independent Director.

During the Financial Year 2024-25, 6 (Six) meeting of Audit Committee held on May 10, 2024, May 30, 2024, July 18, 2024, August 23, 2024, September 30, 2024, October 25, 2024, December 02, 2024, January 21, 2025 and February 05, 2025. The Composition of Audit Committee is as under:

Name	Designation	Category
Mr. Kavin Dineshkumar Dave	Chairperson	Non-executive Independent
(Upto 15-10-2024)		Director
Mr. Sandeep Patel	Chairperson	Non-executive Independent
(From 16-10-2024)		Director
Mr. Nitin Patel	Member	Non-executive Director
Mr. Robert Gomes	Member	Non-executive Independent
		Director

Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration Committee for the purpose of assisting the Board to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and such other matters specified under various statute.

The Nomination and Remuneration Committee comprises of Independent Directors and Non-Executive Director as its members. The Chairman of the Committee is an Independent Director.

During the Financial Year 2024-25, 4 (Four) meetings of the Nomination and Remuneration Committee were held on August 23, 2024, September 30, 2024, October 25, 2024 and January 21, 2025.

The Composition of Nomination and Remuneration Committee is as under:

Name	Designation	Category
Mr. Sandeep Patel	Chairperson	Non-executive Independent
		Director
Mr. Kavin Dineshkumar Dave	Member	Non-executive Independent
(Upto 15-10-2024)		Director
Mr. Nitin Patel	Member	Non-executive Director
Mr. Robert Gomes	Member	Non-executive Independent
(From 21-01-2025)		Director

Stakeholders Relationship and Grievances Committee

The Company has constituted Stakeholders Relationship and Grievances Committee responsible for the Redressal of Shareholders grievances including non-receipt of Annual reports, Demat / Remat of Securities etc. The Committee also oversees the performance of the Registrar & Transfer agents of the Company relating to the investors services and recommends measures for improvement.

The stakeholder relationship committee comprises Non-executive Independent Director and Non-executive Director as its members. The Chairman of the Committee is a Non-Executive Independent Director.

During the Financial Year 2024-25, 2 (Two) meetings of Stakeholders Relationship and Grievances Committee were held on August 23, 2024 and October 25, 2024.

The Composition of Stakeholders Relationship and Grievances Committee is as under:

Name	Designation	Category
Mr. Sandeep Patel	Chairperson	Non-executive Independent
		Director
Mr. Kavin Dineshkumar Dave	Member	Non-executive Independent
(Upto 15-10-2024)		Director
Mr. Nitin Patel	Member	Non-executive Director
Mr. Robert Gomes	Member	Non-executive Independent
(From 21-01-2025)		Director

Financial Investment and Business Development Committee

The Company has constituted Financial Investment and Business Development Committee for taking the decision relating to the Financial Investment and Business Development on behalf of the company.

The Financial Investment and Business Development Committee comprises Managing Director, Whole-time Director and one Independent Director as its members.

The board member delegated the powers to the committee on behalf of the company for taking the decision relating to the Financial Investment and Business Development amounting to a limit of Rs. 2,00,00,000/- (Rupees Two crores only) per transaction.

During the Financial Year 2024-25, 4 (Four) meetings of Financial Investment and Business Development committee were held on April 12, 2024, June 13, 2024, November 30, 2024 and March 17, 2025.

The Composition of Financial Investment and Business Development Committee is as under:

Name	Designation
Mr. Rajesh Emmanuel Francis	Managing Director
Mr. Manish Shivnarayan Pancholi	Whole-Time Director
Mr. Sandeep Ambalal Patel	Non-executive Independent Director

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at https://wp.magson.in/wp-content/uploads/files/Policy%20On%20Vigil%20Mechanism.pdf.

NOMINATION AND REMUNERATION POLICY

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the

Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is p l a c e d o n t h e w e b s i t e o f t h e C o m p a n y a t h t t p s : / / w p . m a g s o n . i n / w p -content/uploads/files/Nomination,%20Remuneration%20and%20Evaluation%20Policy.pdf.

PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each executive director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure ?€“ I. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

RELATED PARTY TRANSACTIONS

During Financial Year 2024-25, all contracts/ arrangements/ transactions entered into by the Company with related parties were in the ordinary course of business and on an arms length basis. All the Related Party Transactions are placed before the Audit Committee for prior approval, as required under the Act and Listing Regulations. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis.

The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders approval under the Listing Regulations. Neither the Company has entered into transactions not at arms length.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable. Members may refer to Note No.30 to the Standalone Financial Statements which sets out related party disclosures pursuant to Accounting Standard ?€“ 18.

The Company has adopted a Policy on Related Party Transactions which can be accessed on the Companys w e b s i t e a t h t t p s : / / w p . m a g s o n . i n / w p -content/uploads/files/Policy%20on%20Related%20Party%20Transanction.pdf.

PUBLIC DEPOSITS

The Company has not accepted any public deposits, nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended 2024-25.

The details of transactions of Loans and Advances undertaken between the Company and its Directors/Relatives of Directors have been disclosed in Note No.: 30 (Related Party Transactions) which forms part of the Financials Statements attached to this Report.

The Company has received declarations from its Directors and their Relatives that all the Loans extended/to be extended by them to the Company, are their owned funds only and not borrowed from any person or entity.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY i. The steps taken or impact on conservation of energy: None ii. The Steps taken by the Company for utilizing alternate sources of energy: None iii. The Capital Investment on energy conservation equipment: None

B. TECHNOLOGY ABSORPTION i. The effort made towards technology absorption: None ii. The benefit derived like product improvement, cost reduction, product development or import substitution: None iii. In case of imported technology (imported during the last three years reckoned from the beginning of the

Financial Year) a. The details of technology imported: None b. The year of import: None c. Whether the technology has been fully absorbed: None d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: None iv. The expenditure incurred on Research and Development: None

C. FOREIGN EXCHANGE EARNINGS & EXPENDITURE i. Details of Foreign Exchange Earnings: NIL ii. Details of Foreign Exchange Expenditure: NIL

INDUSTRIAL RELATION

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. The company recognizes the significance of maintaining harmonious and constructive industrial relations, fostering a collaborative environment that promotes the well- being and productivity of our workforce. We believe that healthy relationships with our employees and their representatives are essential for the long-term success and sustainable growth of the organization.

Throughout the reporting period, we have actively engaged in dialogue and consultations with employee representatives and unions to address workplace concerns, promote open communication, and seek mutually beneficial solutions. We have strived to create a workplace culture that values employee engagement, inclusivity, and respect, enabling our workforce to contribute their best efforts towards achieving our business objectives.

CORPORATE GOVERNANCE REPORT

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies: a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs.

25 Crore, as on the last day of the previous financial year; b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis of the

Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure - II

DEMATERIALISATION OF SHARES

During the year under review, all the equity shares were dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents 100% of the total paid-up capital of the Company. The Company ISIN No. is INE0O1S01012 and Registrar and Share Transfer Agent is Bigshare Services Private Limited.

PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS UNDER SECTION 186 OF THE ACT

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statements.

CREDIT RATING

The company has not obtained any rating from any Credit Rating Agency during the year.

CODE OF CONDUCT

Your Company has adopted a Code of Conduct for all the employees including Board Members and Senior Management Personnel of the Company in accordance with the requirement under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code of Conduct has been posted on the website of the Company. All the Board Members and the Senior Management Personnel have affirmed their compliance with the said Code of Conduct for the financial year ended March 31, 2025.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares in the Company as well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure the reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Companys Shares. The Code is also available on the website of the Company.

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with the NSE India Limited and also uploaded on the website of the Company.

DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013

During the year under review, the Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013

During the year under review, the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013

During the year under review, the Company has not issued any equity shares under Employees Stock Option Scheme.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on the end of Financial Year 2024-25, the Company has one Associate company in the name of Goan Bakery Private Limited. The details are as under:

Sr. No. Name & Address of the Company GOAN BAKERY PRIVATE LIMITED	CIN / UIN	% of the Shares held	Applicable Section
1 Shop. No. 5, Amar Complex,	U47214GJ2024PTC152174	40%	2(6)
Nr. LAD Society, Vastrapur, I I M,
Ahmedabad, Ahmadabad City,
Gujarat, India, 380015

Subsequently, the company had 2 more Associate Firms viz, Farmags Associates LLP and Food Book Associates LLP, from which the Company exited as a Body Corporate Designated Partner in both the LLP and disinvest the stake, voting rights, capital contribution, together with share in profit/loss, if any or interest on capital, if any and other rights and entitlements in both the LLP with effect from closing business hours of July 31, 2024.

Accordingly, a statement containing salient features of Financial Statements of a companys subsidiaries, associates, and joint ventures in Form AOC-1, as required under Section 129(3) of the Companies Act, 2013 is attached as an Annexure ?€“ III.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There is no significant and material order was passed by regulators or courts or tribunals impacting the going concern status and companys operations in future.

COST RECORD

The provision of Cost audit as per section 148 doesnt applicable on the Company.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review the provision of section 135 of Companies Act, 2013 for implementing Corporate Social Responsibility Policy, constitute committee and expenditure thereof is not applicable to the company since the company is not meeting with the criteria of net worth, turnover or net profits mentioned therein.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, required disclosure is given below: The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Workshops and awareness programmes against sexual harassment are conducted across the organization. Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year are as under:

Particulars	Number of Complaints
Number of complaints at the opening of the Financial Year	Nil
Number of complaints filed during the Financial Year	Nil
Number of complaints disposed of during the Financial Year	Nil
Number of complaints pending as on end of the Financial Year	Nil

WHISTLE BLOWER POLICY

The Company promotes safe, ethical and compliant conduct of all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are encouraged to report violations of applicable laws and regulations and the Code of Conduct ?€“ without fear of any retaliation.

RISK MANAGEMENT POLICY

Your Company has established comprehensive Risk Management System to ensure that risks to the Companys continued existence as a going concern and to its growth are identified and addressed on timely basis.

Your Company being an SME Listed company, the provisions of Composition of Risk Management Committee is not applicable to it, by virtue of Regulation 15(2) (b) of SEBI (LODR) Regulations, 2015.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

EXTRACT OF THE ANNUAL RETURN

In terms Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the company at www.magson.in.

AUDITORS AND THEIR REPORTS Statutory Auditors

The Shareholders at their meeting held on September 25, 2024, had appointed M/s. Ambalal Patel & Co., Chartered Accountants, as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 6th Annual General Meeting (2024) till the conclusion of 10th Annual General Meeting (2029).

M/s. Ambalal Patel & Co., have issued their report on the Financial Statements for the Financial Year ended March 31, 2025, with an unmodified opinion and do not contain any qualification, observation, or adverse remarks or disclaimer that may call for any explanation from the Board of Directors. Further, M/s. Ambalal Patel & Co., Chartered Accountants, Partnership Firm was converted into Limited Liability Partnership (LLP) Ambalal Patel & Co. LLP, Chartered Accountants w.e.f March 26, 2025. There is no change in PAN or FRN.

Reporting of Fraud

The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

Internal Auditors

In terms of the provisions of Section 138 of the Act read with Companies (Account) Rules, 2014, M/s. H D Panchal & Co., Chartered Accountants, Ahmedabad, who are appointed as the Internal Auditor has carried out Internal Audits for the Financial Year 2024-25. Their reports were reviewed by the Audit Committee.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries, Ahmedabad as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report issued in this regard is annexed as Annexure ?€“ IV.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

Further, in terms of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, the Board of Directors has, on the recommendation of the Audit Committee, approved the appointment of M/s Kunal Sharma& Associates., Practicing Company Secretaries as the Secretarial Auditors of the Company, to hold office for a term of five (5) consecutive years with effect from financial year 2025-26 to the financial year 2029-30, subject to approval of the Members of the Company at the ensuing AGM. Accordingly, a resolution seeking Members approval for appointment of Secretarial Auditors of the Company forms part of the Notice of the 7th AGM forming part of this Annual Report.

Cost Auditors

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year, there was no change in the registered office of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

MATERIAL CHANGES AND COMMITMENT

During the year under review, there have been no material changers and commitments for the likely impact affecting financial position except 1) Acquisition of Business of Farmags Associates LLP (LLPIN: AAY-4188) and

Food Book Associates LLP (LLPIN: AAY-7301) on a going concern for an aggregate lump-sum purchase consideration of Rs. 47,50,000/- (Rupees Forty-seven Lacs and Fifty Thousand Only) for Food Book Associates LLP and Rs. 25,00,000/- (Rupees Twenty-Five Lacs Only) for Farmags Associates LLP inclusive of all the assets and liabilities pertaining to Undertaking, as specified in the Memorandum of Understanding for Business Transfer ("MOU")

Further, post closure of financial year, there have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report, except 1) allotment of 10600000 fully convertible Equity warrants each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company of face value Rs. 10.00, on a preferential basis, to the Promoter Group and Non-promoters, at price of Rs. 93.25 per Warrant. 2) Acquisition of the Business including the Business Assets of Magsons Supercentre (a Partnership Firm) ("the Seller"), operating 10 (Ten) firm-owned Retail Stores and 2 (Two) Franchise stores across the State of Goa, under the brand names of Magsons, and Champagne and Cigars - C&C, by way of Slump Sale, on a going concern basis, and clear of any Encumbrances, for an aggregate lump-sum consideration of Rs. 30,00,00,000/- (Rupees Thirty Crores Only) inclusive of all the assets and liabilities.

INSURANCE

The assets of your Company have been adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.magson.in" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

DETAILS OF THE DESIGNATED OFFICER

Ms. Himani Chirag Thakkar, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014.

LARGE ENTITY

The Board of Directors of the Company hereby confirm that the Company is not a Large Corporate entity in terms of Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations).

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been granted the benefits as prescribed under the Act, including maternity leave and other related entitlements. The Company remains committed to fostering a supportive and inclusive work environment, particularly for working mothers, and continues to uphold its responsibility towards gender equity in the workplace.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review: i. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013). ii. One time settlement of loan obtained from the banks or financial institutions iii. Issue of equity shares with differential rights; iv. Issue of sweat equity shares; v. There is no revision in the Board Report or Financial Statement;

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavours.

Registered Office:	By Order of the Board of Directors
Office No. 506, Akshar Square, Near Page One Hotel,	For, Magson Retail and Distribution Limited
Sandesh Press Road, Vastrapur, Bodakdev,		CIN: L74999GJ2018PLC105533
Ahmedabad-380054, Gujarat, India
	Sd/-	Sd/-
Date: 22/08/2025
Manish Shivnarayan Pancholi		Rajesh Emmanuel Francis
Place: Ahmedabad
	Whole-Time Director	Managing Director
	DIN: 08299620	DIN: 08299619